COMSCORE, INC.

On the Closing Date, the previously disclosed amendment to the Company's Financing Agreement, dated as of December 31, 2024, among the Company, each subsidiary of the Company from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (the "Financing Amendment"), which was entered into in connection with the execution of the Exchange Agreements, became effective. Among other things, the Financing Amendment amended the Financing Agreement to permit the Exchange and the issuance of Series C Preferred Stock in connection with the Exchange.

The foregoing summary of the Financing Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Financing Amendment, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in the Introductory Note and below in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The securities of the Company that were issued as part of the Exchange will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K related to the Stockholders Agreement and the RRA Amendment and below in Item 5.03 of this Current Report on Form 8-K related to the Certificate of Elimination of Designation of Series B Convertible Preferred Stock (the "Certificate of Elimination"), the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment"), and the Certificate of Designations is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Exchange, Nana Banerjee, Itzhak Fisher, Leslie Gillin and Marty Patterson resigned from the Board effective as of the Closing Date. The resignations were not a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices.

Also in connection with the consummation of the Exchange, the Board appointed Bob Davenport to the Board effective as of the Closing Date. Mr. Davenport will serve as a Class III director with a term expiring at the 2028 annual meeting of stockholders of the Company. He will also serve as chair of the Board's Nominating and Governance Committee and as a member of the Compensation Committee.

Mr. Davenport was designated by Pine pursuant to the Stockholders Agreement. He serves as an executive officer of Pine and as a director and employee of Cerberus Capital Management, L.P. and, as a result, has an indirect interest in the Exchange and the Company's previously disclosed transactions with Pine.

Mr. Davenport will earn cash retainers for his service on the Board and its committees in accordance with the Company's standard director compensation program, as described in the Company's definitive proxy statement for its 2025 annual meeting of stockholders, filed with the U.S. Securities and Exchange Commission on April 30, 2025. In addition, pursuant to the Company's standard director compensation program, Mr. Davenport received a prorated grant of 5,000 restricted stock units, which will vest on the earliest of the Company's 2026 annual meeting of stockholders, June 30, 2026 or a change in control of the Company, with vested units to be deferred and delivered in shares of Common Stock upon the earlier of his separation from service or a change in control of the Company.

In connection with his appointment, Mr. Davenport will receive the Company's standard indemnification agreement for directors. The indemnification agreement generally requires the Company to indemnify directors to the fullest extent permitted by law.

Following the Closing Date changes described above, the Board is currently composed of David Kline (chair), Jon Carpenter, Bob Davenport, Bill Livek, Matt McLaughlin, Jeff Murphy and Brian Wendling.

Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.